Capital Bank: Closed Meeting of Open Joint Stock Company

 Minority shareholders of Capital Bank not only were not invited to a general meeting of shareholders on June 18, but were not admitted to it. On the agenda scheduled for 11:00 am meeting were the issues of increasing the share capital, approval of financial statements for the past year, changes in the composition of the Supervisory Board and Audit Committee, as well as other issues.

    "We waited for about two hours trying to communicate with the management of the bank's internal telephone, but we were told workers of the lower tier, with no idea of ??holding this event, and each time was told that management will report to us and someone will come. And finally, on behalf of the bank's vice-president Yashar Mammadov's minority shareholders were told that the results of the meeting will tell them later and to date there is not any message," the shareholder Vugar Ismayilov told Turan.

     According to him, the minority shareholders, under various pretexts, and in previous years are also not allowed to assemble, but sent the appropriate letter - notice. About the convening of the meeting, we learned only from the official announcement of the bank in the media without any due letter (Xalq Qezeti, 1 May 2012 - approx. Ed.), said the shareholder Ilham Mammadaliyev. Hiding behind the name Pashayevs, management of the bank ignores the Azerbaijani legislation, "or it's just such a principle of doing business by the bank in the current environment," said the indignant other shareholders of the bank, turned to the correspondent of Turan.

    According to the bank monitors the situation is typical for a family of banks, which abound in Azerbaijan. More than half of the existing banks are established, and this is caused by a low level of capitalization of the banking system.

     The convening of general meetings of a purely formal character for these banks, all issues are resolved in the narrow family circle, and management only superficially formalizes these decisions. In this case, they violated not only banking laws, but the basic principles of corporate governance, and the relevant provisions of the Civil Code.

    The State Committee for Securities did not comment on the situation for Turan, citing a lack of relevant information. At the same time, it was stressed that the SSC will investigate a violation of the rights of shareholders of Capital Bank, if the shareholders make a written statement.

    The press service of the bank confirmed the general meeting of shareholders. However, the bank did not respond to questions relating to violations of the rights of shareholders.

    OJSC Capital Bank was privatized in 2008. According to the rules, approximately 2,500 members of the personnel of the bank then purchased 2.5% of its shares. Large shares of the bank were also purchased by Ata Holding, Azersun Holding, Xalq Sigorta, etc. but later they resold the shares to LLC Pasha Holding. Later, the bank employees were also forced to sell their shares for 40% of the nominal value, which is 14 AZN per share. To date, the controlling shareholder is the family Pashayevs (99.8%), related by kinship with President Ilham Aliyev. The remaining shares of the bank whose authorized capital (CC) is 40 million manat is owned about 100 shareholders. The bank from the time of privatization has not issued dividends and every year increased the authorized capital by issuing shares. And the shares not acquired by the minority shareholders (3 days of the grace period) were acquired by Pasha Holding, thus increasing its share in the authorized capital of the bank. -0 -